U. S. SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   FORM 10-QSB




(Mark One)

  [X]   Quarterly  Report  Under Section 13  Or  15 (d)  Of  the  Securities
        Exchange Act Of 1934 For the Quarterly  Period Ended September 30, 2002.

  [ ]   Transition Report Pursuant To Section 13 or 15 (d) Of the Securities
        Exchange Act of 1934




                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION
           (Exact name of small business as specified in its charter)




                Mississippi                                    64-0665423
      (State or other jurisdiction of                        (IRS Employer
       incorporation or organization)                      Identification No.)



                   500 Main Street, Natchez, Mississippi 39120
                    (Address of principal executive offices)


                             Telephone: 601-445-5576
                           (Issuer's telephone number)



        State the number of shares outstanding of the issuer's classes of
                common equity, as of the latest practicable date:

       2,109,055 Shares of Common Stock, Par Value $2.50, were issued and
                       outstanding as of October 1, 2002.


          Transitional Small Business Disclosure Format: Yes ___ No X_

<PAGE>




                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES



PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements


                  Consolidated Statements of Condition
                  Consolidated Statements of Income
                  Consolidated Statements of Changes in Stockholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to the Consolidated Financial Statements


         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operation

         Item 3.  Controls and Procedures


PART II.     OTHER INFORMATION


         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a vote of Security holders.

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         Signature

<PAGE>








PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements



<PAGE>


<TABLE>
<CAPTION>
                                   BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                  FOR THE PERIODS ENDED




                                                        A S S E T S


                                                                                September 30,            December 31,
 ASSETS:                                                                            2002                     2001
                                                                            ----------------------   ----------------------
<S>                                                                         <C>                      <C>
 Cash and due from banks:
         Non-interest bearing                                                         $ 7,561,576              $ 7,160,387
         Interest bearing                                                               1,373,209                7,398,849
                                                                            ----------------------   ----------------------
                Total cash and due from banks                                           8,934,785               14,559,236

 Federal funds sold                                                                     2,925,000                1,050,000
 Investment Securities:
         Held-to-maturity (market value, in 2002 and 2001,
             of $34,806,755 and $27,867,675, respectively)                             33,145,275               27,967,610
         Available-for-sale (amortized cost, in 2002 and 2001,
             of $53,492,471 and $53,590,873, respectively)                             55,955,675               54,665,874
         Equity securities, at cost less equity in unallocated losses                     386,914                  558,827
         Other equity securities                                                        3,225,800                3,163,900
 Loans, less unearned income of $16,745 in 2002 and
             $24,594 in 2001, and allowance for loan losses of
             $1,907,182 in 2002 and $2,108,247 in 2001                                176,702,755              177,603,099
 Loans held for sale                                                                    3,898,346                5,415,543
 Bank premises and equipment, net                                                       7,093,879                7,170,954
 Deposit Premium                                                                        1,230,642                1,311,354
 Other real estate, net of accumulated reserve of $75,000                               2,114,878                1,526,213
 Accrued interest receivable                                                            2,266,706                2,325,525
 Cash surrender value of life insurance                                                   890,787                  856,390
 Other assets                                                                           1,499,245                  681,939
                                                                            ----------------------   ----------------------

 TOTAL ASSETS                                                                        $300,270,687             $298,856,464
                                                                            ======================   ======================




                                           LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                                September 30,            December 31,
 LIABILITIES:                                                                       2002                     2001
                                                                            ----------------------   ----------------------
 Deposits
         Non-interest bearing                                                        $ 32,440,101              $33,165,781
         Interest bearing                                                             190,750,879              184,514,074
                                                                            ----------------------   ----------------------
                Total deposits                                                        223,190,980              217,679,855

 Federal Home Loan Bank advances                                                       41,781,140               47,000,000
 Federal funds purchased                                                                        -                        -
 Securities sold under repurchase agreements                                            2,060,000                3,098,017
 Accrued interest payable                                                                 937,468                1,319,813
 Advances from borrowers for taxes and insurance                                          263,083                  314,566
 Accrued taxes and other liabilities                                                    1,749,434                1,153,073
                                                                            ----------------------   ----------------------
                Total liabilities                                                     269,982,105              270,565,324
                                                                            ----------------------   ----------------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share; 12,000,000 shares authorized;
     2,123,555 and 2,109,055 shares issued and
     outstanding in 2002 and 2001, respectively                                         5,308,888                5,308,888
 Additional paid-in capital                                                             7,189,563                7,189,563
 Retained earnings                                                                     16,265,392               15,373,489
 Accumulated other comprehensive income                                                 1,782,114                  676,575
                                                                            ----------------------   ----------------------
                                                                                       30,545,957               28,548,515
 Cost of 14,500 shares of common stock held by the company                               (257,375)                (257,375)
                                                                            ----------------------   ----------------------
                Total stockholders' equity                                             30,288,582               28,291,140

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $300,270,687             $298,856,464
                                                                            ======================   ======================

</TABLE>
<PAGE>


<TABLE>
<CAPTION>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                         Three Months Ended                           Nine Months Ended
                                                           September 30,                                September 30,
                                               --------------------------------------     -----------------------------------------

                                                     2002                 2001                   2002                  2001
                                               -----------------    -----------------     -------------------   -------------------
<S>                                            <C>                  <C>                   <C>                   <C>
 INTEREST INCOME:

 Interest and fees on loans                          $3,683,276           $4,234,043            $ 11,170,825          $ 12,804,403
 Interest on investment securities:
     Taxable interest income                            875,945              869,550               2,649,077             2,817,331
     Exempt from federal taxes                          402,725              195,567               1,205,942               468,211
 Interest on federal funds sold                           3,548                3,219                  16,622                16,562
                                               -----------------    -----------------     -------------------   -------------------

 Total interest income                                4,965,494            5,302,379              15,042,466            16,106,507
                                               -----------------    -----------------     -------------------   -------------------


 INTEREST EXPENSE:
 Interest on deposits                                 1,229,739            1,850,925               3,905,793             6,009,199
 Interest on other borrowed funds                       513,354              352,019               1,588,620             1,088,609
 Interest on securities sold under
   repurchase agreements                                 15,478               31,522                  47,817               104,599
                                               -----------------    -----------------     -------------------   -------------------

 Total interest expense                               1,758,571            2,234,466               5,542,230             7,202,407
                                               -----------------    -----------------     -------------------   -------------------


 NET INTEREST INCOME                                  3,206,923            3,067,913               9,500,236             8,904,100

 Provision for loan losses                               77,000              120,000                 405,000               405,000
                                               -----------------    -----------------     -------------------   -------------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                      3,129,923            2,947,913               9,095,236             8,499,100
                                               -----------------    -----------------     -------------------   -------------------


 OTHER INCOME:
 Service charges on deposit accounts                    327,938              296,625                 938,800               904,965
 Income from fiduciary activities                         8,224               15,687                  31,427                50,969
 Insurance premiums and commissions                          46                5,596                   2,512                16,274
 Gain/(loss) on sale of ORE                               7,623                    -                  (4,569)               (4,912)
 Gain/(loss) on sale of mortgage loans                   59,875              102,850                 187,353               206,355
 Gain/(loss) on sale of securities                            -                    -                       -               129,287
 Gain/(loss) on sale of premises & equipment                  -                    -                       -                  (928)
 Gain/(loss) on sale of other assets                       (200)                   -                  (5,550)                    -
 Other real estate income                                     -                    -                       -                     -
 Amortization of negative goodwill                            -                    -                       -                     -
 Equity investee gains/(losses)                         (29,390)             (46,349)               (171,913)             (154,674)
 Other                                                  134,901              144,085                 436,565               455,335
                                               -----------------    -----------------     -------------------   -------------------

 Total other income                                     509,017              518,494               1,414,625             1,602,671
                                               -----------------    -----------------     -------------------   -------------------


 OTHER EXPENSES:
 Salaries                                             1,234,689            1,063,815               3,612,389             2,989,955
 Employee benefits                                      227,032              166,981                 623,899               490,058
 Director fees                                           46,835               39,940                 128,845               119,970
 Net occupancy expense                                  198,338              184,131                 573,482               534,910
 Equipment expenses                                     225,846              223,429                 702,642               653,417
 FDIC assessment                                          9,242                9,608                  27,857                29,789
 Stationery and supplies                                 73,479               56,607                 198,436               171,825
 Other real estate expense                               48,769                9,854                  61,659                15,179
 Amortization of deposit premium                         26,904               26,904                  80,712                80,712
 Other                                                  652,123              475,123               2,407,695             1,481,674
                                               -----------------    -----------------     -------------------   -------------------

 Total other expenses                                 2,743,257            2,256,392               8,417,616             6,567,489
                                               -----------------    -----------------     -------------------   -------------------


 INCOME BEFORE INCOME TAX EXPENSE                       895,683            1,210,015               2,092,245             3,534,282

 Income tax expense                                     267,141              382,192                 546,535             1,097,297
                                               -----------------    -----------------     -------------------   -------------------


 NET INCOME                                           $ 628,542            $ 827,823             $ 1,545,710           $ 2,436,985
                                               =================    =================     ===================   ===================


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                $ 0.30               $ 0.39                  $ 0.73                $ 1.16
                                               =================    =================     ===================   ===================

 Basic weighted shares outstanding                    2,109,055            2,109,055               2,109,055             2,108,945
                                               =================    =================     ===================   ===================


 Diluted earnings per share                              $ 0.30               $ 0.39                  $ 0.73                $ 1.15
                                               =================    =================     ===================   ===================

 Diluted weighted shares outstanding                  2,111,986            2,110,213               2,112,122             2,110,102
                                               =================    =================     ===================   ===================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001




                                                                  Common Stock
                                                         ----------------------------     Additional
                                                                                            Paid-in        Retained
                                                                Shares      Amount          Capital        Earnings
                                                         ------------   -------------    -------------   ---------------

<S>                                                      <C>            <C>              <C>             <C>
 Balance at December 31, 2000                              2,101,534     $ 5,290,085      $ 7,156,245       $13,412,231

 Comprehensive Income:
     Net income                                                    -               -                -         2,436,985

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes for $516,250

 Cash Dividend declared
        $.30 per share                                                                                         (632,716)

 Issuance of common stock                                      7,521          18,803           33,318

                                                         ------------   -------------   --------------   ---------------
 Balance at September 30, 2001                             2,109,055     $ 5,308,888      $ 7,189,563       $15,216,500
                                                         ============   =============   ==============   ===============


 Balance at December 31, 2001                              2,109,055     $ 5,308,888      $ 7,189,563       $15,373,489

 Comprehensive Income:
     Net income                                                    -               -                -         1,545,710

     Other comprehensive income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes for $516,270
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $138,754

 Cash Dividend declared
        $.31 per share                                                                                         (653,807)

                                                         ------------   -------------   --------------   ---------------
 Balance at September 30, 2002                             2,109,055     $ 5,308,888      $ 7,189,563       $16,265,392
                                                         ============   =============   ==============   ===============



</TABLE>
<PAGE>

<TABLE>
<CAPTION>







                                                              Accumulated
                                                                  Other                                         Total
                                                              Comprehensive              Treasury            Stockholders'
                                                                  Income                  Stock                Equity
                                                             ----------------         ---------------      --------------



<S>                                                          <C>                      <C>                  <C>
Balance at December 31, 2000                                    $ (77,565)                $(257,375)          $25,523,621

Comprehensive Income:
    Net income                                                          -                                       2,436,985

    Other comprehensive income (net of tax):
    Net change in unrealized gain/(loss)
       on securities available for sale, net
       of taxes for $516,250                                    1,160,406                                       1,160,406

Cash Dividend declared
       $.30 per share                                                                                            (632,716)

Issuance of common stock                                                                                           52,121

                                                             ----------------         ---------------        --------------
Balance at September 30, 2001                                  $1,082,841                 $(257,375)          $28,540,417
                                                             ================         ===============        ==============


Balance at December 31, 2001
                                                                $ 676,575                 $(257,375)          $28,291,140
Comprehensive Income:
    Net income                                                          -                                       1,545,710

    Other comprehensive income (net of tax):
    Net change in unrealized gain/(loss)
       on securities available for sale, net
       of taxes for $516,270                                      869,301                                         869,301
Other Comprehensive gains from
       derivates, net of reclassification
       adjustment of $138,754                                     236,238                                         236,238

Cash Dividend declared
       $.31 per share                                                                                           (653,807)

                                                             ----------------         ---------------        --------------
Balance at September 30, 2002                                  $1,782,114                 $(257,375)          $30,288,582
                                                             ================         ===============        ==============



</TABLE>
<PAGE>

<TABLE>
<CAPTION>






              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                   PERIODS ENDED SEPTEMBER 30,

                                                                                           2002                       2001
                                                                                  --------------------      ---------------------

<S>                                                                               <C>                      <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                       $         1,545,710       $          2,436,985
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
         Deferred income taxes                                                                837,506                    439,397
         Provision for loan losses                                                            405,000                    405,000
         Provision for losses on foreclosed real estate                                        75,000                          -
         Provision for depreciation                                                           573,618                    550,377
         Stock dividends received                                                             (61,900)                   (66,600)
         (Gain)/loss on sale of other real estate                                               4,569                      4,912
         (Gain)/loss on sale of other repossessed assets                                        5,550
         (Gain)/loss on sale of mortgage loans                                               (187,353)                  (206,355)
         (Gain)/loss on sale of investment securities                                               -                   (129,287)
         (Gain)/loss on sale of premises and equipment                                              -                        925
         Amortization/(accretion) of investment security
         premiums (discounts), net                                                            (17,278)                  (136,305)
         Amortization of valuation adjustment on acquired loans                                 7,390                     11,120
         Amortization of negative goodwill                                                          -                          -
         Amortization of deposit premium                                                       80,712                     80,712
         Equity in investee (gains)/losses                                                    171,913                    154,674
         Writedown of other real estate                                                       146,120                     14,855
         Writedown of other repossessed assets                                                  5,900                          -
         (Increase)/decrease in accrued interest receivable                                    58,819                    248,389
         (Increase)/decrease in cash surrender value                                          (34,397)                   (38,951)
         (Increase)/decrease in other assets                                                 (753,578)                   109,049
         (Increase)/decrease in accrued interest payable                                     (382,345)                  (722,814)
         (Increase)/decrease in accrued taxes and other liabilities                          (241,147)                 1,498,608

                                                                                  --------------------      ---------------------

         Net cash provided (used) by operating activities                                   2,239,809                  4,654,691
                                                                                  --------------------      ---------------------


 CASH FLOWS FROM INVESTING ACTIVITIES
         (Increase)/decrease in federal funds sold                                         (1,875,000)                         -
         Proceeds from sales, maturities and paydowns
         of investment securities                                                          10,174,891                 15,809,647
         Redemption of FHLB stock                                                                   -                          -
         Purchase of FHLB stock                                                                     -                          -
         Purchase of Federal Reserve Bank stock                                                                         (132,250)
         Purchases of investment securities                                               (15,519,539)               (18,595,071)
         (Increase)/decrease in loans                                                         434,331                (14,187,646)
         Proceeds from sale of loans                                                                                  13,674,290
         Proceeds from sale and transfers of other real estate                                768,491                     52,983
         Proceeds from sale and transfers of other repossessed assets                         100,150                          -
         Proceeds from sale of premises and equipment                                               -                     20,039
         Proceeds from sale of premises and equipment                                               -                          -
         Purchase of premises and equipment                                                  (496,543)                  (623,599)

                                                                                  --------------------      ---------------------

         Net cash provided (used) by financing activities                                  (6,413,219)                (3,981,607)
                                                                                  --------------------      ---------------------


 CASH FLOWS FROM FINANCING ACTIVITIES
         Increase /(decrease) in customer deposits                                          5,511,125                  8,644,581
         Increase /(decrease) in brokered deposits                                                  -                (10,000,000)
         Increase /(decrease) in securities sold under
         repurchase agreements                                                             (1,038,017)                  (235,000)
         Increase /(decrease) in federal funds purchased                                            -                          -
         Increase /(decrease) in FHLB advances                                             (5,218,859)                 1,355,000
         Increase /(decrease) in advances from borrowers
         for taxes and insurance                                                              (51,483)                  (188,762)
         Cash dividends paid                                                                 (653,807)                  (632,716)
         Acquisition of treasury stock                                                              -                          -
         Common stock issued                                                                        -                     52,121

                                                                                  --------------------      ---------------------

         Net cash provided (used) by financing activities                                  (1,451,041)                (1,004,776)
                                                                                  --------------------      ---------------------


 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                        (5,624,451)                  (331,692)
                                                                                  --------------------      ---------------------


 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                            14,559,236                  7,958,878
                                                                                  --------------------      ---------------------


 CASH AND DUE FROM BANKS AT END OF PERIOD                                         $         8,934,785       $          7,627,186
                                                                                  ====================      =====================

</TABLE>
<PAGE>

<TABLE>
<CAPTION>




                                                                                           2002                       2001
                                                                                  --------------------      ---------------------
<S>                                                                              <C>                        <C>
SCHEDULE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:

          Cash paid during the year for interest                                  $         5,924,575       $          7,925,221
                                                                                  ====================      =====================


          Cash paid during the year for income taxes                              $         1,043,291       $          1,045,718
                                                                                  ====================      =====================


          Transfers from loans foreclosed to other real estate                    $         1,582,846       $            938,987
                                                                                  ====================      =====================

          Total increase (decrease) in Market value of
          securities available for sale                                           $         1,384,048       $          1,841,800
                                                                                  ====================      =====================

          Total (increase) decrease in deferred income taxes on
          securities available for sale                                           $          (516,270)      $           (686,992)
                                                                                  ====================      =====================


          Transfer of debt securities , net                                       $                 -       $         46,101,893
                                                                                  ====================      =====================


          Derivative gain, net of reclassification adjustment                     $           236,238       $                  -
                                                                                  ====================      =====================




</TABLE>
<PAGE>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001


Note A.  Basis of Presentation

     The  accompanying  consolidated  balance sheet for Britton & Koontz Capital
Corporation  (the  "Company") as of December 31, 2001, has been derived from the
audited  financial  statements  of the  Company  for the year  then  ended.  The
accompanying  consolidated  financial  statements as of September 30, 2002,  are
unaudited and reflect all normal recurring  adjustments which, in the opinion of
management,  are necessary for the fair  presentation of financial  position and
operating  results of the periods  presented.  Certain  2001  amounts  have been
reclassified to conform to the 2002 presentation.  Results for the period ending
September 30, 2002,  are not  necessarily  indicative of the results that may be
expected for any other interim periods or for the year as a whole.

Note B.  Interest Rate Risk management

     On May 9, 2002,  the Bank entered into an  off-balance  sheet interest rate
swap agreement to convert  existing prime based loans to a fixed rate. Under the
terms  of the  agreement,  the  Bank  receives  a fixed  rate of  7.635%  and is
obligated  to pay a  floating  rate  based on  USD-Prime-H.15,  calculated  on a
contractual notional amount of $5,000,000.  The original term is for five years,
expiring May 10, 2007. The fair value of this  derivative,  designated as a cash
flow hedge, and considered  highly effective was $374,992 at September 30, 2002,
and is reflected in other assets.

Note C.  Sumx Inc.

     On July 31, 2002, Sumx Inc., a 37% owned  subsidiary of the Company,  filed
suit for a Declaratory  Judgment  against  Diebold  Incorporated  ("Diebold") to
terminate the License and Strategic Alliance Agreement entered into as of May 7,
2001, between Sumx and Diebold.  Under that agreement,  Diebold has the right to
market,  sublicense,  install  and  support  Sumx'  Internet  banking  solution,
SumxNet,  to  financial  institutions.  For  24  months,  Diebold's  rights  are
exclusive  among third party  vendors.  In the suit,  Sumx  alleges that Diebold
failed to use reasonable commercial efforts to market,  advertise and sublicense
SumxNet.  Sumx  retains the right to market its products  directly.  Pending the
outcome of litigation and related negotiations, Sumx intends to continue support
for Diebold under the agreement  and to seek  additional  sources of capital and
funding which may include outright sale of the company.

     The  Company's  carrying  value of its  $1.25  million  investment  is $387
thousand  plus a related tax asset of  approximately  $322  thousand.  Under the
equity  method of  accounting  the Company  has been  required to write down its
investment by its proportionate  share of the net operating losses of Sumx since
1998. The investment in Sumx Inc. can be found on the Consolidated  Statement of
Financial  Condition under the item "Equity  securities,  at cost less equity in
unallocated losses."


<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     This  discussion  presents a review of the major factors that have affected
the financial  condition of Britton & Koontz Capital Corporation (the "Company")
and its  subsidiaries,  principally  Britton & Koontz First  National  Bank (the
"Bank")  since year end and to compare the  operating  results for the three and
nine months ended September 30, 2002, to the same period in 2001.

Financial Condition

             Earning Assets

     Interest income from earning assets represents the Company's main source of
income.  Average  earning  assets for the nine months ended  September 30, 2002,
totaled  $279.0  million a $23.7 million (9%) increase  compared to December 31,
2001.  The  increase  was  due to  growth  in the  investment  portfolio  (38%),
primarily municipal  securities.  Investment growth was funded with increases in
customer  deposits  along with the  reinvestment  of  proceeds  from  securities
paydowns.

     Securities.  Securities  primarily consist of  mortgage-backed,  municipal,
corporate   and   agency   securities.   Securities   that  are   deemed  to  be
held-to-maturity are accounted for by the amortized cost method while securities
in the available-for-sale categories are accounted for at fair value. Management
determines the  classification  of its securities at acquisition.  Approximately
$46 million of the Company's held-to-maturity (HTM) portfolio was transferred to
available-for-sale (AFS) pursuant to the adoption of FAS 133 on January 1, 2001.
Total HTM and AFS  investment  securities  increased  8% to $89.1  million  from
December 31, 2001, to September  30, 2002.  Total equity  securities,  comprised
primarily of  investment  in Sumx Inc. of $387  thousand,  Federal  Reserve Bank
stock of $372  thousand  and  Federal  Home  Loan  Bank  stock of $2.8  million,
increased $41 thousand due to the  retention of dividend  income during the same
time  period.  The  amortized  cost and  approximate  market value of the Bank's
investment  securities classified as held-to-maturity at September 30, 2002, are
summarized as follows:

<TABLE>
<CAPTION>



                                                    Amortized                          Approximate
                                                      Cost                             Market Value
                                         -------------------------------     ------------------------------
                                            09/30/02          12/31/01          09/30/02         12/31/01
<S>                                      <C>                <C>              <C>               <C>
         Obligations of state and
           Political subdivisions        $ 33,145,275       $ 27,967,610     $ 34,806,755      $ 27,867,675
                                         ============       ============     ============      ============

</TABLE>


     The amortized cost and  approximate  market value of the Bank's  investment
securities   classified  as   available-for-sale  at  September  30,  2002,  are
summarized as follows:

<TABLE>
<CAPTION>

                                                    Amortized                          Approximate
                                                      Cost                             Market Value
                                         --------------------------------    -------------------------------
                                            09/30/02          12/31/01          09/30/02         12/31/01
                                         -------------      -------------    -------------     -------------
<S>                                      <C>                <C>              <C>               <C>
         Obligations of other U.S.
           government agencies
           and corporations              $  47,597,927      $  42,330,355    $  49,892,263     $  43,424,565
         Privately issued collateralized
           Mortgage obligations                805,028          6,137,974          817,132         6,044,710
         Corporate securities                5,089,516          5,122,544        5,246,280         5,196,600
                                         -------------      -------------    -------------     -------------
                                         $  53,492,471      $  53,590,873    $  55,955,675     $  54,665,875
                                         =============      =============    =============     =============


</TABLE>
<PAGE>


     The amortized cost and approximate market value of investment securities at
September  30,  2002,  by  contractual   maturity   (including  mortgage  backed
securities)  are shown below.  Expected  maturities may differ from  contractual
maturities  because  borrowers may have the right to call or prepay  obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                  Securities held to maturity
                                                                                      Approximate
                                                                Amoritized              Market
                                                                    Cost                Value
                                                          ------------------    ------------------
<S>                                                       <C>                   <C>
             Due in one year or less                      $         200,000     $          208,688
             Due after one year through five years                5,301,883              5,502,440
             Due after five years through ten years              25,239,556             26,567,474
             Due after ten years                                  2,403,836              2,528,153
                                                          -----------------     ------------------
                                                          $      33,145,275     $       34,806,755
                                                          =================     ==================

                                                                Securities available-for-sale
                                                                                      Approximate
                                                                Amoritized              Market
                                                                    Cost                 Value
                                                          -----------------     -------------------

             Due in one year or less                      $       3,704,476     $        3,741,654
             Due after one year through five years               36,385,408             37,793,373
             Due after five years through ten years               4,260,676              4,768,879
             Due after ten years                                  9,141,911              9,651,769
                                                           ----------------     ------------------
                                                           $     53,492,471     $       55,955,675
                                                           ================     ==================

</TABLE>

     Loans.  Average  loans for the nine months ended  September  30,  2002,  of
$182.2 million  decreased  $2.8 million  compared to the year ended December 31,
2001.  Table 1 presents  the Bank's loan  portfolio  at  September  30, 2002 and
December 31, 2001.


<TABLE>
<CAPTION>


  TABLE 1: COMPOSITION OF LOAN PORTFOLIO

                                                           09/30/02                  12/31/01
                                                        ----------------        ---------------
<S>                                                     <C>                     <C>
        Commercial, financial and agricultural          $    34,035,000         $    35,886,000
        Real estate-construction                              5,386,000               9,890,000
        Real estate-mortgage                                125,959,000             121,296,000
        Installment                                          16,370,000              17,962,000
        Other                                                   775,000                 117,000
                                                        ---------------         ---------------
                                                        $   182,525,000         $   185,151,000
                                                        ===============         ===============
</TABLE>


The  following  table  sets forth the  periods  in which the Bank's  Commercial,
financial and  agricultural  loans mature or reprice and the total amount of all
such loans due after one year having (a)  predetermined  interest  rates and (b)
floating or adjustable rates.

<PAGE>
<TABLE>
<CAPTION>



                                                    1 Year               1-5                 Over 5
                                                    or less             Years                Years
                                               -----------------      ----------------    ----------------
<S>                                            <C>                    <C>                 <C>
Commercial, financial and agricultural         $      16,165,000      $     14,088,000    $      3,782,000
                                               =================      ================    ================

Predetermined interest rates                                          $     11,769,000    $      1,184,000
                                                                      ================    ================

Floating or adjustable interest rates                                 $      2,319,000    $      2,598,000

                                                                      ================    ================

</TABLE>

     Asset Quality

     Several key measures are used to evaluate and monitor the  Company's  asset
quality.  These measures  include the level of loan  delinquencies,  non-accrual
loans,  foreclosed  assets and  charge-offs in addition to their related ratios.
Nonperforming assets, consisting of non-accrual loans, loans past due 90 days or
more and other real estate owned  remained  constant at September  30, 2002,  at
$4.3  million  compared to December 31, 2001.  Nonperforming  loans  compared to
total  loans net of  unearned  income and loans held for sale at  September  30,
2002, was 1.22%, down from 1.56% at December 31, 2001, due to transferring loans
to other real estate. Net charge-offs as a percentage of average loans increased
to .33% at  September  30,  2002,  compared  to .16% at  December  31,  2001.  A
breakdown of  nonperforming  loans at September 30, 2002, and December 31, 2001,
respectively, is shown in the Table 2.

<TABLE>
<CAPTION>


  TABLE 2: BREAKDOWN OF NONPERFORMING LOANS


                                                                        09/30/02        12/31/01
                                                                    -------------     -----------
                                                                       (dollars in thousands)
                                                                    -----------------------------
<S>                                                                 <C>                <C>
 Nonaccrual loans by type
             Real estate                                             $     991          $     750
             Installment                                                    11                 86
             Commercial and all other loans                                285                449
                                                                     ----------         ---------
                Total nonaccrual loans                                   1,287              1,285
         Loans past due 90 days or more                                    885              1,510
                                                                     ----------         ---------
               Total nonperforming loans                                 2,172              2,795
         Other real estate owned (net)                                   2,115              1,526
                                                                     ----------         ---------
                Total nonperforming assets                           $   4,286          $   4,321
                                                                     =========          =========
         Nonperforming loans as a percent
         of loans, net of unearned interest
             and loans held for sale                                     1.22%              1.56%
                                                                     =========          =========


</TABLE>
<PAGE>




     Allowance for Loan Losses

     The allowance for loan losses is comprised of specific  reserves  (assessed
for each loan that is reviewed for  impairment  or for which a probable loss has
been  identified),  general  reserves  (based on historical loss factors) and an
unallocated  reserve for exposures  arising from factors which are not addressed
by the general and specific reserves.

     The  allowance  for loan  losses  decreased  slightly  to $1.9  million  at
September 30, 2002 from  December 31, 2001.  The ratio of the allowance for loan
losses to loans,  net of unearned  income and loans held for sale,  decreased to
1.07% at September  30, 2002,  from 1.17% at December 31, 2001.  Net charge offs
increased during the first nine months of 2002 to $606 thousand compared to $186
thousand during the same period a year ago.

     Factors  contributing to the determination of specific reserves include the
financial condition of the borrower,  changes in the value of pledged collateral
and general  economic  conditions.  General  reserves are  established  based on
historical charge-offs  considering factors which include risk rating,  industry
concentration and loan type, with the most recent charge-off experience weighted
more  heavily.  The  unallocated  reserve,  which  is  judgmentally  determined,
generally  serves to compensate for the  uncertainty in estimating  loan losses,
particularly  in  times of  changing  economic  conditions,  and  considers  the
possibility of improper risk ratings and possible over- or  under-allocations of
specific  reserves.  In addition,  the unallocated  reserve  considers trends in
delinquencies and non-accrual loans, industry  concentration,  the volatility of
risk ratings and the evolving  portfolio  mix in terms of  collateral,  relative
loan size and the degree of seasoning in the various loan  products.  Changes in
underwriting  standards,  credit  administration and collection,  regulation and
other factors  which impact the credit  quality and  collectibility  of the loan
portfolio also impact the  unallocated  reserve  levels.  The results of reviews
performed by internal and external examiners are also considered.

     The methodology used in the periodic review of reserve  adequacy,  which is
performed  at least  quarterly,  is  designed to be dynamic  and  responsive  to
changes in actual and expected  credit  losses.  These  changes are reflected in
both the general and unallocated reserves. The historical loss ratios, which are
key  factors in this  analysis,  are updated  quarterly  and are  weighted  more
heavily  for recent  charge-off  experience.  The review of reserve  adequacy is
performed by executive  management  and  presented to the Board of Directors for
its review, consideration and ratification.

     The basic assumptions and methodologies used in allocating the reserve were
unchanged during the quarter,  however  refinements to the existing  methodology
continue  to be made as  evolving  risk  trends  are  identified.  The loan loss
methodology  weights  recent  history more heavily and also reflects the current
risk profile of the portfolio.

     The present level of the reserve for loan losses is considered  adequate to
absorb probable loan losses inherent in the portfolio  considering the level and
mix of the loan portfolio,  the level of delinquent and nonperforming loans, the
Company's risk management  strategies,  and current expectations with respect to
economic  conditions  and market  trends.  Table 3 presents  the activity in the
allowance for loan losses for the nine months ended  September 30, 2002 and Year
ended  December 31, 2001.  Table 4 presents the  allocation of the allowance for
loan losses  applicable to each loan category for the period ended September 30,
2002



<PAGE>
<TABLE>
<CAPTION>


         TABLE 3: ALLOWANCE FOR LOAN LOSS ACTIVITY


                                                                      09/30/02          12/31/01
                                                                   ------------       -----------
                                                                       (dollars in thousands)

<S>                                                                <C>                <C>
         Balance at beginning of year                              $     2,108        $     1,884
             Charge-offs:
               Real Estate                                                 304                 51
               Commercial                                                  150                 97
               Installment and other                                       222                249
             Recoveries:
               Real Estate                                                  36                 12
               Installment                                                  30                  7
               Commercial and other                                          4                 77
                                                                   -----------        -----------
         Net (charge-offs)/recoveries                                      436                186
             Provision charged to operations                               405                525
                                                                   -----------        -----------
         Balance at end of period                                  $     1,907        $     2,108
                                                                   ===========        ===========
         Allowance for loan losses as a percent of loans,
         net of unearned interest and loans held for sale.               1.07%              1.17%
                                                                   ===========        ===========

</TABLE>

<TABLE>
<CAPTION>

  TABLE 4: ALLOCATION OF ALLOWANCE FOR LOAN LOSSES


                                                                   September 30, 2002
                                                   -------------------------------------------------
                                                                                    Percent of loans
                                                                                    In each category
                                                               Amount                to total loans
                                                   ---------------------        --------------------
<S>                                                <C>                          <C>
        Commercial, financial and agricultural      $           689,642                   18.7%
        Real estate-construction                                 73,403                    3.0%
        Real estate-mortgage                                    978,938                   69.0%
        Installment                                             106,079                    9.0%
        Other                                                    59,120                     .3%
                                                    ---------------------       --------------------
                                                    $         1,907,182                  100.0%

</TABLE>


     Other Real  Estate.  Other real estate  (ORE)  increased to $2.1 million at
September 30, 2002, from $1.5 million at December 31, 2001. The increases in ORE
were  offset by writing  down the value in a  commercial  property  owned in New
Orleans,  LA.  which  was  brought  into the  portfolio  through  the  Company's
acquisition  of Louisiana  Bank and Trust in December 2000. The bank is actively
promoting the sale of property  owned and has sold seven  properties  this year.
Other real estate activity is presented in Table 5.

<PAGE>



  TABLE 5: OTHER REAL ESTATE ACTIVITY


        Balance at December 31, 2001                                   $ 1,526

                     Writedowns                           (146)
                     Sales                                (773)
                     Foreclosures                        1,583
                     Reserves                              (75)            589
                                                       --------      ---------
        Balance at September 30, 2002                                $   2,115
                                                                     =========

     Liquidity.  Liquidity is a measure of the ability to fund loan  commitments
and meet deposit maturities and withdrawals in a timely and cost-effective  way.
These  needs  can  be  met  by  generating  profits,  attracting  new  deposits,
converting assets  (including  short-term  investments,  mortgage loans held for
sale  and   securities   available   for   sale)  to  cash   through   sales  or
securitizations,   and  increasing   borrowings.   To  minimize  funding  risks,
management  monitors  liquidity  monthly  through reviews of basic surplus which
includes  investment  securities  available for pledging or borrowing  offset by
short-term liabilities along with loan and deposit forecasts.

     Principal  sources of  liquidity  for the  Company  are asset  cash  flows,
customer  deposits and the ability to borrow against  investment  securities and
loans. The Company's cash and cash  equivalents  decreased from $14.6 million at
December 31, 2001,  to $8.9  million at September  30, 2002,  due to a temporary
year end 2001 increase in public funds  deposits of $8 million.  This amount was
subsequently  invested  into  other  securities.   Cash  provided  by  operating
activities  for the nine months  ended  September  30,  2002,  increased by $2.2
million,  while  investing and financing  activities used $6.4 and $1.5 million,
respectively.

     Management  believes that the current level of short-term  investments  and
securities  available  for  sale is  adequate  to  meet  the  Company's  current
liquidity  needs.  Additional  sources of  liquidity  available  to the  Company
include the ability to issue additional retail brokered  certificates of deposit
and the ability to sell or  securitize  a portion of the  Company's  residential
first mortgage portfolio. The Company also has available federal funds lines and
its membership in the FHLB to further  augment  liquidity by providing a readily
accessible source of funds at competitive rates

     Deposits.  Deposits are the Company's primary source of funding for earning
assets.  Average  deposits  increased from $210 million at December 31, 2001, to
$217 million at September  30,  2002.  The increase in average  deposits was due
primarily to normal  fluctuations  in public funds deposits and increases in the
banks money market  account.  Average  borrowings,  which include  federal funds
purchased,  securities sold under repurchase  agreements,  and advances from the
Federal  Home Loan Bank of Dallas  increased  from $31 million at  December  31,
2001, to $47 million at September 30, 2002.  Management  plans  continued use of
nontraditional  funding sources to manage overall funding costs and to meet loan
demand in new locations.  A further  analysis of the Company's  funding uses and
sources is reflected in the table below.

<TABLE>
<CAPTION>


                                                    Average Balances               Percent of Total
                                                  09/30/02      12/31/01          09/30/02      12/31/01
                                                 ----------    ----------        -----------   ----------
                                                                 (dollars in thousands)
<S>                                              <C>          <C>                <C>           <C>
  Funding Uses
       Loans, less unearned income                $ 182,244    $ 185,012           61.3%           67.8%
       Investments                                   92,393       67,148           31.1%           24.6%
       Federal funds sold                             1,542          612             .5%             .2%
       Other                                         21,294       20,249            7.1%            7.4%
                                                  ---------    ---------         -------        --------
             Total                                $ 297,473    $ 273,021          100.0%          100.0%
                                                  =========    =========         =======        ========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>



                                                    Average Balances               Percent of Total
                                                  09/30/02      12/31/01         09/30/02        12/31/01
                                                 ----------     ---------        ---------      ----------
<S>                                              <C>           <C>               <C>            <C>
  Funding Sources
       Non-interest bearing deposits               $ 31,707     $ 31,516           10.7%           11.5%
       Interest-bearing deposits                    185,601      178,509           62.3%           65.4%
       Short-term borrowings                         15,413       14,744            5.2%            5.4%
       Long-term borrowings                          31,504       16,468           10.6%            6.0%
       Other                                          4,030        4,216            1.4%            1.6%
       Equity                                        29,218       27,567            9.8%           10.1%
                                                 -----------   ----------        ---------       ---------
             Total                                $ 297,473    $ 273,021          100.0%          100.0%
                                                 ===========   ==========        =========       =========

</TABLE>


     Maturities of certificates  of deposits of $100,000 or more  outstanding at
September 30, 2002 and December 31, 2001, are summarized below.


<TABLE>
<CAPTION>

                                                                      09/30/02           12/31/01
                                                                  --------------     -------------
<S>                                                               <C>              <C>
             Time remaining until maturity:
                 Three months or less                             $   22,131,290   $    22,743,964
                 Over three through six months                         8,397,919        11,649,111
                 Over six through twelve months                       10,128,646         5,969,317
                 Over twelve months                                    6,321,307         7,227,437
                                                                  --------------   ---------------
                                                                  $   46,979,162   $    47,589,829
                                                                  ==============   ===============


     Deposits  at  September  30, 2002 and  December  31,  2001,  consist of the
following:


                                                                        09/30/02          12/31/01
                                                                  --------------   ---------------
                  Non-interest bearing demand deposits            $   32,440,000   $    33,166,000
                  Now accounts                                        33,960,000        29,376,000
                  Money market deposit accounts                       23,429,000        18,353,000
                  Savings accounts                                    16,664,000        18,109,000
                  Certificates of deposit                            116,698,000       118,676,000
                                                                  --------------   ----------------
                                                                  $  223,191,000   $   217,680,000
                                                                  ==============   ================


</TABLE>


     Capital.  Shareholders' equity totaled $30.3 million at September 30, 2002,
compared to $28.3  million at December 31, 2001.  The increase is primarily  the
result of net income,  dividend payments and comprehensive income over the first
nine months totaling $1.5 million, $654 thousand and $1.1 million, respectively.
Comprehensive  income is the result of  unrealized  gains on  available-for-sale
securities  and  the  recognition  of  the  fair  value  of  certain  derivative
instruments.  The ratio of shareholders'  equity to assets increased to 10.1% at
September  30, 2002,  from 9.5% at December 31, 2001.  The Company  maintained a
total capital to risk weighted assets ratio of 15.16%,  a Tier 1 capital to risk
weighted  assets  ratio of 14.17% and a leverage  ratio of 9.23%.  These  levels
substantially  exceed the minimum  requirements  of the regulatory  agencies for
well-capitalized institutions of 10.00%, 6.00% and 5.00% respectively.

<PAGE>
<TABLE>
<CAPTION>


                                                        September 30, 2002         December 31,2001
                                                       --------------------       -----------------
<S>                                                    <C>                        <C>
             Risk-based capital:
               Tier 1                                         $27,276                   $26,304
               Total                                           29,183                    28,412
             Assets:
               Quarterly average assets (1)                   295,599                   276,443
               Risk-weighted assets                           192,537                   191,818
             Ratios:
               Tier 1 risk-based capital                        14.17%                    13.71%
               Total risk-based capital                         15.16%                    14.81%
               Leverage                                          9.23%                     9.52%

     (1) Excluding the adjustment for accumulated other comprehensive income and
         disallowed assets


</TABLE>


             Results of Operations

     Analysis of Net Income.  Net income for the third  quarter of 2002 was $629
thousand or $.30 per diluted  share,  a decrease  from $827 thousand or $.39 per
diluted  share  during the same  period in 2001.  Net income for the nine months
ended September 30, 2002 was $1.5 million or $.73 per diluted share, compared to
$2.4 million or $1.16 per diluted share for the nine months ended  September 30,
2001.  Third  quarter  2002 net income  includes  pre-tax  charges of  valuation
reserves  and  write-downs   for  other  real  estate.   The  decrease  is  also
attributable to increased pre-tax non-interest expense for salaries and benefits
of $234 thousand.  The decrease for the nine months reflects  increased expenses
in 2002  related  to  salaries  and  benefits  of $751  thousand  along with $80
thousand additional marketing and public relations costs as the Company prepares
for expansion in the Vicksburg,  Mississippi and Baton Rouge, Louisiana markets.
It also includes a $539 thousand  charge-off of debt and  receivables  from Sumx
Inc in 2002.  The Company  holds a 37%  preferred  equity  interest in Sumx,  an
Internet  banking  solutions  provider  since  1996  (See  Note  C  for  further
description  of the  Company's  relationship  to Sumx Inc.)  Additional  factors
contributing to the decrease  include  one-time items included in 2001 such as a
$129  thousand  gain on the sale of  securities  and $135  thousand  accrual  of
management fees from Sumx Inc. for services rendered from January, 2000 to June,
2001.  Along with the expansions into the new markets,  management  expects that
future  earnings will continue to be reduced by personnel,  marketing,  training
and facilities costs. Current plans include one additional location in Vicksburg
and the main branch office relocation and branch improvements in Baton Rouge.

     Analysis of Net Interest  Income.  Net interest income (NII), the amount by
which interest income on loans,  investments  and other interest  earning assets
exceed  interest  expense on deposits and other borrowed  funds,  increased $139
thousand  (4.5%) to $3.2 million for the third  quarter of 2002  compared to the
third quarter of 2001.  NII increased  $596 thousand  (6.7%) to $9.5 million for
the first nine months of 2002  compared to the first nine months of 2001.  A net
volume variance decrease of $96 thousand due to growth in average earning assets
and average  interest  bearing  liabilities was offset by rate variances of $693
thousand.  The lower interest rate  environment  provided for interest earned on
assets to decrease by $1.7 million and interest paid on  liabilities to decrease
by $2.4  million  allowing  for the positive  variance  and  increased  NII. Net
interest  margin (NIM) was 4.63% for the third quarter of 2002 compared to 4.78%
for the  third  quarter  of 2001 and 4.54%  for the  first  nine  months of 2002
compared to 4.64% for the first nine months of 2001.

     Provision  for Loan Losses.  The  provision  for loan losses is a charge to
earnings to maintain  the  reserve  for loan losses at a level  consistent  with
management's  assessment  of the risk of loss in the loan  portfolio in light of
current risk management  strategies,  economic conditions and market trends. The
Company  recorded a provision for the three and nine months ended  September 31,
2002, of $77 thousand and $405 thousand respectively,  compared to $120 thousand
and $405 thousand for the same periods in 2001. The reduction in the three month
assessment was due to a reversal in the 3rd quarter of 2002, associated with the
write-off of Sumx, Inc. loans and receivables.  Excluding this  adjustment,  the
3rd quarter  assessment  would have been $135  thousand.  The  Company  assesses
current  economic  conditions and the quality of the loan portfolio on a regular
basis to determine the adequacy of the  provision  for loan losses.  In light of
these  assessments and larger than expected net charge-offs,  the provision will
be increased to $65 thousand per month beginning  October 2002.  Considering the
monthly  increase,  management  is of the  opinion  and  that the  provision  is
adequate as of September 30, 2002.

<PAGE>


     Non-Interest  Income.  Non-interest  income decreased from $1.6 million for
the nine month period  ended  September  30, 2001,  to $1.4 million for the nine
month period ended  September  30, 2002,  primarily  from the sale of investment
securities  during the 1st half of 2001,  amounting to $129 thousand.  The banks
core income continues to remain strong with increases in certain areas. Mortgage
banking operations,  excluding one-time portfolio sales, increased $76 thousand.
Service  charges on deposit  accounts  increased  $34  thousand  offsetting  $20
thousand  decrease in trust income and $13 thousand  decrease in life  insurance
commissions.  The Bank has decided to discontinue offering credit life insurance
at this time.  For the three months ended  September  30, 2002,  compared to the
same period in 2001,  non-interest  income remained  relatively constant at $509
thousand.

     Non-Interest  Expense.  Non-interest  expense increased to $8.4 million for
the nine month period ended September 30, 2002, compared to $6.6 million for the
same period in 2001.  This  increase was due  primarily to pre-tax  increases in
salaries and benefits of $751 thousand,  marketing and public relations expenses
of $80 thousand along with a $215 thousand in valuation reserves and write-downs
of other real estate. The Company also charged off loans made to and receivables
from Sumx Inc. of approximately $539 thousand. Non-interest expense for the nine
months  ended  September  30, 2001,  also  includes a $135  thousand  accrual of
management fees,  resulting in less salary expense,  from Sumx Inc. for services
rendered from January,  2000 to June, 2001. For the three months ended September
30, 2002,  compared to the same period in 2001,  non-interest  expense increased
$487  thousand.  This increase is due primarily to increases of $231 thousand in
salary and benefits,  $85 thousand in valuation reserves and write-down of other
real  estate,  $26  thousand in legal costs along with $48  thousand  additional
expenses related to processing other foreclosed and repossessed assets.

     Pretax Income. The combination of the above factors produced a $2.1 million
pretax income for the nine month period ended  September  30, 2002,  compared to
$2.4 for the nine month period ended  September 30, 2001,  and $896 thousand for
the three months ended  September 30, 2002,  compared to $1.2 million during the
same period a year ago.

     Income Taxes.  Income taxes  decreased to $547 thousand for the nine months
ended  September  30,  2002,  from $1.1  million for same period last year.  The
majority of the  decrease is due  primarily  to  additional  tax-free  municipal
security  purchases in the 4th quarter of 2001.  Average tax free securities for
the period  ended  December 31,  2001,  amounted to $13 million  compared to $33
million at September  30, 2002.  For the three months ended  September 30, 2002,
compared to the same period in 2001, tax expense decreased $199 thousand for the
same reason.

  Item 3.    CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of our
principal   executive   officer  and  principal   financial   officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as defined in Rule 13a-14(c) and Rule 15d-14(c)  under the Securities
Exchange  Act of 1934,  as  amended.  Based on this  evaluation,  our  principal
executive officer and principal  financial officer concluded that our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information required to be included in our periodic SEC reports. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect internal  controls  subsequent to the date the
Company carried out its evaluation.


  PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

                  None
<PAGE>


         Item 2.  Changes in Securities

                  None

         Item 3.  Defaults Upon Senior Securities

                  None

         Item 4.  Submission of Matters to a vote of Security holders.

                  None

         Item 5.  Other Information

                  None

         Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

                                  EXHIBIT INDEX


  Exhibit                           Description of Exhibit

 3.1      Restated  Articles  of  Incorporation  of  Britton  &  Koontz  Capital
Corporation,   incorporated   by  reference  to  Exhibit  4.1  to   Registrant's
Registration  Statement on Form S-8, Registration No. 333-20631,  filed with the
Commission on January 29, 1997.

 3.2      By-Laws  of  Britton & Koontz  Capital  Corporation,  as  amended  and
restated, incorporated by reference to Exhibit 3.2 to Registrant's Annual Report
on Form 10-KSB filed with the Commission on March 30, 1998.

 4.1     Certain provisions defining the rights of Shareholders are found in the
Articles of Incorporation  and By-Laws of Britton & Koontz Capital  Corporation.
See Exhibits 3.1 and 3.2 above.

 4.2      Shareholder  Rights  Agreement  dated June 1, 1996  between  Britton &
Koontz Capital  Corporation  and Britton & Koontz First National Bank, as Rights
Agent,  incorporated  by reference to Exhibit 4.3 to  Registrant's  Registration
Statement on Form S-8, Registration No. 333-20631,  filed with the Commission on
January 29, 1997.

10.01     Employment Agreement dated December 31, 1996, between Britton & Koontz
Capital Corporation and W. Page Ogden, incorporated by reference to Exhibit 10.1
to Registrant's  Annual Report on Form 10-KSB filed with the Commission on March
28, 1997.

10.02     Employment Agreement dated December 31, 1996, between Britton & Koontz
Capital  Corporation  and Bazile R. Lanneau,  Jr.,  incorporated by reference to
Exhibit  10.2 to  Registrant's  Annual  Report  on Form  10-KSB  filed  with the
Commission on March 28, 1997.

10.03     Employment Agreement dated December 31, 1998, between Britton & Koontz
Capital  Corporation  and James J. Cole,  incorporated  by  reference to Exhibit
10.03 to Registrant's  Annual Report on Form 10-KSB filed with the Commission on
March 30, 1999.


<PAGE>

10.04     Salary  Continuation Plan Agreements dated September 26, 1994, between
Britton & Koontz Capital Corporation and W. Page Ogden,  Bazile R. Lanneau,  Jr.
and James J. Cole,  incorporated  by  reference  to  Exhibit 10 to  Registrant's
Current Report on Form 10-KSB filed with the Commission on November 14, 1994.

10.05     System Purchase Agreement dated January 22, 1996 between the Britton &
Koontz  First  National  Bank  and  InterBank  Systems,  Inc.,  incorporated  by
reference to Exhibit  10.5 to  Registrant's  Annual  Report on Form 10-KSB filed
with the  Commission on March 29, 1996 and Form  10-KSB/A,  Amendment  Number 1,
filed with the Commission on June 14, 1996.

10.06     Independent  Contractor  Agreement  dated  January 22,  1996,  between
Interbank Systems, Inc. and Summit Research,  Inc., incorporated by reference to
Exhibit 10.6 to Registrant's Annual Report on Form 10-KSB/A, Amendment Number 1,
filed with the Commission on June 14, 1996.

10.07      Britton & Koontz Capital Corporation Long-Term Incentive Compensation
Plan and  Amendment,  incorporated  by reference to Exhibit 4.4 to  Registrant's
Registration  Statement on Form S-8, Registration No. 333-20631,  filed with the
Commission on January 29, 1997.

10.09      Stock Purchase  Agreement  dated December 3, 1998,  between Britton &
Koontz Capital  Corporation and Sumx, Inc.  incorporated by reference to Exhibit
10.09 to Registrant's  Annual Report on Form 10-KSB filed with the Commission on
March 30, 1999.

10.10      Investor  Rights  Agreement  dated December 3, 1998,  among Britton &
Koontz Capital  Corporation,  Summit Research,  Inc., Bazile R. Lanneau, Jr. and
Sumx, Inc.  incorporated  by reference to Exhibit 10.10 to  Registrant's  Annual
Report on Form 10-KSB filed with the Commission on March 30, 1999.

10.11       Voting  Agreement  dated  December 3, 1998,  among  Britton & Koontz
Capital  Corporation,   Summit  Research,   Inc.  and  Bazile  R.  Lanneau,  Jr.
incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form
10-KSB filed with the Commission on March 30, 1999.

10.12      Management  Service Agreement dated December 3, 1998, among Britton &
Koontz Capital  Corporation,  Sumx, Inc. and Bazile R. Lanneau, Jr. incorporated
by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-KSB filed
with the Commission on March 30, 1999.

11       Statement,  re: computation of per share earnings



(b)      Reports on Form 8-K

The Company filed a current report on Form 8-K, dated August 8, 2002,  reporting
2002 second quarter earnings.

The  Company  filed a current  report on Form 8-K,  August 14,  2002,  including
certifications by the Chief Executive and Chief Financial  Officers that (1) the
Quarterly  Report fully complies with the requirements of Section 13(a) of 15(d)
of the  Securities  Exchange  Act of 1934  as  amended  and (2) the  information
contained in the Quarterly Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.


<PAGE>


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended.  Although the Company believes that
the  expectations  reflected  in such  forward-looking  statements  are based on
numerous  assumptions  (some of which may prove to be incorrect) and are subject
to risks and  uncertainties,  which  could  cause the  actual  results to differ
materially from the Company's expectations. Forward-looking statements have been
and will be made in written  documents  and oral  presentations  of the Company.
Such statements are based on management's beliefs as well as assumptions made by
and information  currently  available to management.  When used in the Company's
documents or oral presentations,  the words "anticipate",  "estimate", "expect",
"objective",  "projection",  "forecast",  "goal"  and  similar  expressions  are
intended to identify forward-looking  statements. In addition to any assumptions
and  other  factors   referred  to   specifically   in   connection   with  such
forward-looking  statements,  factors  that  could  cause the  Company's  actual
results to differ  materially  from those  contemplated  in any  forward-looking
statements include,  among others,  increased  competition,  regulatory factors,
economic  conditions,  changing  market  conditions,  availability  or  cost  of
capital,  employee  workforce  factors,  costs  and other  effects  of legal and
administrative  proceedings,  and changes in federal, state or local legislative
requirements.  The  Company  undertakes  no  obligation  to update or revise any
forward-looking  statements,  whether as a result of changes in actual  results,
changes in assumptions or other factors affecting such statements.



<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of  the  Securities  Exchange  Act of  1934,  the
     registrant  has duly  caused  this report to be signed on its behalf by the
     undersigned thereto duly authorized.








                                      BRITTON & KOONTZ CAPITAL CORPORATION




 November 14, 2002                    /s/ W. Page Ogden
                                      W. Page Ogden
                                      President and Chief Executive Office




 November 14, 2002                    /s/ Bazile R. Lanneau, Jr.
                                      Bazile R. Lanneau, Jr.
                                      Vice President and Chief Financial Officer


<PAGE>



                                  CERTIFICATION

I, W. Page Ogden, certify that:

1.   I have  reviewed this  quarterly  report on Form 10-QSB of Britton & Koontz
     Capital Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;
(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and
(c)  presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and
(b)  any fraud,  whether or not  material,  that  involves  management  or other
     employees who have significant role in the registrant's  internal controls;
     and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



     November 14, 2002                      /s/ W. Page Ogden
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer


<PAGE>







                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


     In  connection  with the  Quarterly  Report on Form  10-QSB for the quarter
ended  September  30,  2002  of  Britton  &  Koontz  Capital   Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the  "Quarterly  Report"),  I, W. Page Ogden,  Chief  Executive  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.






                                            /s/ W. Page Ogden
                                            W. Page Ogden
                                            Chief Executive Officer



<PAGE>

                                  CERTIFICATION

I, Bazile R. Lanneau, Jr., certify that:

1.   I have  reviewed this  quarterly  report on Form 10-QSB of Britton & Koontz
     Capital Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

3.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;
(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and
(c)  presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and
(b)  any fraud,  whether or not  material,  that  involves  management  or other
     employees who have significant role in the registrant's  internal controls;
     and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



     November 14, 2002                /s/ Bazile R. Lanneau, Jr.
                                      Bazile R. Lanneau, Jr.
                                      Vice President and Chief Financial Officer


<PAGE>







                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


     In  connection  with the  Quarterly  Report on Form  10-QSB for the quarter
ended  September  30,  2002  of  Britton  &  Koontz  Capital   Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the "Quarterly Report"),  I, Bazile R. Lanneau, Jr., Chief Financial Officer of
the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.




                                      /s/ Bazile R. Lanneau, Jr.
                                      Bazile R. Lanneau, Jr.
                                      Vice President and Chief Financial Officer


<PAGE>






                                   EXHIBIT 11


                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE



<PAGE>

<TABLE>
<CAPTION>



                                                 EXHIBIT 11
                                Statement Re: Computation of Per Share Earnings




                                             Three Months Ended                         Nine Months Ended
                                                September                                   September
                                    ------------------------------------   -----------------------------------------
                                         2002                 2001                 2002                  2001
                                    ---------------    -----------------   -------------------    ------------------

<S>                                 <C>                <C>                 <C>                    <C>
Basic:
   Average shares outstanding:            2,109,055            2,109,055             2,109,055             2,108,945


         Total                            2,109,055            2,109,055             2,109,055             2,108,945
                                    ===============    =================   ===================    ==================

Net income                                 $628,544             $827,823           $ 1,545,708           $ 2,436,985
                                    ===============    =================   ===================    ==================

Net income per share                         $ 0.30               $ 0.39                $ 0.73                $ 1.16
                                    ===============    =================   ===================    ==================



Diluted:
   Average shares outstanding:            2,109,055            2,109,055             2,109,055             2,108,945

       Net effect of the assumed
       exercise of stock options
       based on the treasury stock
       method using average market
       prices                                 2,931                1,158                 3,067                 1,158
                                    ---------------    -----------------   -------------------    ------------------

         Total                            2,111,986            2,110,213             2,112,122             2,110,103
                                    ===============    =================   ===================    ==================

Net income                                 $628,544             $827,823           $ 1,545,708           $ 2,436,985
                                    ===============    =================   ===================    ==================

Net income per share                         $ 0.30               $ 0.39                $ 0.73                $ 1.15
                                    ===============    =================   ===================    ==================


</TABLE>